Governance

Driving sustained value creation through ethical and effective leadership

Our board are the custodians of corporate governance. They set the ethical tone across our business by leading ethically and effectively – working towards the goal of improving the trust and confidence of stakeholders and reducing the cost of capitals.

The board’s governing structures, processes and actions, coupled with the mindful realisation of desired governance outcomes, enable and support the company’s value creation process in the short, medium and long term.

Our group-wide governance framework

To give effect to our governance approach, we subscribe to a group-wide governance framework. This framework sets out our commitment to comply with relevant, in-country legislation and regulations. Where in-country legislation and regulations are less stringent than South Africa’s, we enhance our governance processes in line with the recommended practices of King IV™, ISO 37000 and the Companies Act. This is part of our ambition to pursue governance best practice and ensure we always act in the best interests of the company and our stakeholders. This supports our commitment to creating a culture of continuous improvement of our governance practices.

For more information, please read our full governance report in the 2022 ESG report
For more information on our implementation of King IV, please refer to our King IV application register
Please refer to our ISO 37000

Driving our long-term strategy today

Embedding ESG into our operations is a continuous process. To drive action towards the achievement of our long-term goals, we have set the following targets, some of which have been incorporated into executive remuneration performance conditions where appropriate.

Board diversity policy

Our board of directors is constituted in terms of our memorandum of incorporation (MOI) which has been concluded in line with Companies Act, King IV^TM. We have ensured that the board comprises an appropriate balance of knowledge, skills, experience, diversity and independence to objectively and effectively discharge its governance role and responsibilities. Diversity takes various forms in our boardroom and is critical to ensure that the board is collectively equipped to guide Redefine’s business and strategy. This includes ensuring the right balance of fresh and varying perspectives as well as progressive thinking. Our board diversity policy categorises the different forms of diversity according to various indicators, in line with the JSE Listings Requirements. Our diversity policy comprise six diversity indicators, being gender race, skills, experience and expertise, age, sexual orientation and culture.

Our policy promotes a voluntary target of 40% female representation on the board, and a voluntary target of 50% black representation on the board.

For more information, please read our board diversity policy

Board conflict of interest policy

Board members lead Redefine with integrity and competence, and in a manner that is responsible, accountable, fair and transparent, to ensure the achievement of our strategic objectives and positive outcomes over time.

Our directors understand that ethical and effective leadership complement and reinforce each other. By setting an example of doing business responsibly, they demonstrate their continued commitment to our values and to the ethical conduct that we embrace.

Our board members timeously inform the board of actual or potential conflicts of interest that they may have in relation to particular items of business or other directorships. In accordance with the board’s conflict of interest policy, comprehensive registers of individual directors’ interests in and outside the company are maintained, updated annually or as and when required. As a standing item on the agenda, the board members are required to declare conflict on matters pertaining to the agenda of each board and committee meetings.  Furthermore, our existing directors’ declaration of interest form was revised to ensure that it is in line with the Companies Act, the JSE Listings Requirements, King IV™ and common law. As part of this revision, we further reviewed the declaration of interest form to consider the matter of director capacity and over-boarding. Significant related-party transactions and related-party relationships, where control exists, are monitored and overseen by the nomination and governance committee and disclosed in detail in our annual financial statements, in accordance with IAS 24.

For more information, please read our board conflict of interest policy

Appointment of directors policy

In terms of Redefine’s MOI, the board must comprise at least four directors, to be elected by shareholders as contemplated in Section 68 of the Companies Act. All directors are elected by an ordinary resolution of shareholders at the company’s annual general meeting (AGM).

The board similarly has authority to appoint any person as a director, either to fill a casual vacancy or as an addition to the board, provided that such directors are elected by shareholders at the next AGM of the company.

Directors are appointed in line with the company’s formal and transparent appointment of directors’ policy and are proposed to the board by the nomination and governance committee guided by the board’s succession plan framework and considering the company’s strategy and future needs. Director appointments promote the achievement of the board’s desired diversity and governance outcomes over time.

Any newly appointed director, appointed by the board during the year, is required to retire at the next AGM, and may be re-elected by shareholders. One-third of all directors retire on a rotational basis and make themselves available for re-election at the AGM, if eligible.

The board, through its nomination and governance committee, provides shareholders with a recommendation in the notice of the meeting at which the re-election of a retiring director is proposed, as to which directors are eligible for re-election, taking into account that director’s past performance and contribution. All shareholders have the right to nominate directors.

For more information, please read our Appointment of directors policy

Redefine’s MOI 
 

Remuneration governance

The remuneration committee is appointed by the board with delegated powers and operates independently from executive management. It provides oversight and makes decisions regarding remuneration-related matters within its mandate. Where relevant and required, the remuneration committee will make recommendations to the board for its consideration and final approval. The remuneration committee’s terms of reference provides the scope of responsibility, as delegated by the board, to review and make decisions on the remuneration policy and its implementation. The terms of reference are reviewed and amended annually and approved by the board. The roles and duties of the remuneration committee are set out in the terms of reference.

For more information, please read our Remuneration committee terms of reference
For more information, please read our full remuneration report in the 2022 ESG report

Communications policy

Our team is committed to ensuring that every communication and stakeholder interaction is transparent, inclusive and constructive. This relational approach to business enables us to achieve our purpose – to create and preserve value over the short, medium and long term.

We group our material stakeholders in terms of their level of influence and our social impact. We are committed to understanding each stakeholder’s concerns and then applying all relevant inputs to our decision-making to ensure value creation.

For more information, please read our communications policy
 

Dealings in securities and insider trading policy

For more information, please read our dealings in securities and insider trading policy
 

Supplier code of conduct

As part of our commitment to fully integrate ESG into our daily activities and value chain, we have implemented a supplier code of conduct to ensure that suppliers remain accountable for their ESG impacts. We require full cooperation and buy-in from our suppliers, and expect full compliance with our conduct standards – asking suppliers to demonstrate an applied commitment to good governance, ethical conduct and long-term sustainability.

Our code of conduct summarises what we expect from our suppliers and business partners. The code of conduct covers five areas of supplier expectations:

• Supplier conduct towards representatives and employees
• Health and safety
• The natural environment
• Antibribery and anti-corruption
• Overall ethical conduct

In addition to these expectations, we also require our suppliers to comply with all applicable laws, legislation and regulations in all jurisdictions in which they operate. We have informed suppliers that the conduct provisions set out in our code of conduct do not replace any applicable laws, statutory provisions and legislations, and constitute an additional conduct standard. If a contract between us, or applicable laws and regulations, contain stricter or more detailed requirements than this code, then we expect our suppliers to meet those more stringent laws.

Our supplier code of conduct is enforced through self-assessments of suppliers, confirming that they have measures in place to promote the wellbeing of their employees.

For more information, please read our supplier code of conduct
 

Ethics-related policies

For more information, please read our:

• Code of business conduct policy

• Fraud and corrupt activities policy